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Tatia Global Venture Ltd Directors Report.

Your Directors have pleasure in presenting the 25th Annual Report of your
company together with the AuditorsReportfortheyearended31stMarch2019.

1. FINANCIAL HIGHLIGHTS

The Financial Results for the year ended 31st March 2019.

(Rupees in lakhs)

Year ended 31/3/2019 Standalone

Year ended 31/03/2018 Standalone

Year ended 31/3/2019 Consolidated

Year ended 31/3/2018 Consolidated

Income from operations

209.00

195.11

213.00

195.11

Profit/(Loss) before epreciation,Interest & tax

151.84

108.06

153.79

107.20

Interest

16.45

15.55

16.46

15.55

Depreciation

0.30

0.32

0.30

0.32

Profit/(Loss) before tax

135.09

92.19

137.03

91.33

Prior period tax

(-)11.78

7.66

(-)11.78

7.66

Provision for tax

25.74

31.59

26.11

31.59

Deferred tax

(-) 6.78

(-)0.38

(-) 6.78

(-)0.38

Profit/)(Loss) after tax

127.91

53.32

129.48

52.46

Other Comprehensive Income (OCT)

55.77

-

55.77

-

Total Comprehensive Income

183.68

53.32

185.25

52.46

2. BUSINESS & PERFORMANCE

During the year under review, the Company has made a standalone profit of Rs.183.68
lakhs for the financial year 2018-2019 as compared to standalone profit of Rs.53.32 lakhs
for the financial year 20172018. Your Company has made a consolidated profit of Rs. 185.25
lakhs for the financial year 2018-2019 as compared to consolidated profit of Rs.52.46
Iakhsforthefinancialyear2017-2018.

3. SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2019 was Rs.15.162 crore. No additions
and alterations to the capital were made during the financial year 2018-19.

4. DIVIDEND

In order to conserve resources the Board of Directors have decided not to declare any
dividend for the current financial year2018-19.

5. TRANSFER TO GENERAL RESERVES;

Your Company proposes to transfer Rs.1,83,67,928.00 to the General Reserves.

6. MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY

There are no material changes and commitments affecting the financial position of the
company which have occurred between the end of the financial year of the company to which
the financial statements relate and the date of the report.

7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

The Company has given loan of Rs.21,39,81,591/-under Section 186 of the Act during the
financial year

2018-19.The Company has not given any guarantee nor made any investments during the
Financial year 2018-2019

8. CONSOLIDATED FINANCIAL STATEMENTS OF THE SUBSIDIARY COMPANY

In terms of proviso to sub section (3) of Section 129 of the Act, the salient features
of the Consolidated Financial Statement of the subsidiaries is set out in the prescribed
form AOC-1, which forms part of the annual report.

. There are no associate companies. within the meaning of Section 2(6) of the Companies
Act, 2013 ("Act"). Further there has been no material change in the nature of
business of the subsidiaries.

Shareholders interested in obtaining a copy of the audited annual accounts of the
subsidiary company may write to the Company. ,

Performance and financial position of the subsidiary companies is given in Annexure-I.

9 TECHNOLOGY ABSORPTION AND FOREIGN EXCFIANGE EARNINGS AND OUTGO:

Companys business does not require any technology absorption and hence no reporting is
required to be furnished under this heading.

:

Foreign Exchange in flow and out flow during the year is Nil.

10. FIXED DEPOSITS:

Your Company has not accepted any deposits from the public during the year under
review. There are no outstanding deposits as on 31st March 2019.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMPs) BOARD COMPOSITION

Mr. S.P.Bharat Jain Tatia(DIN 00800056) Managing Director of our company shall retire
by rotation at the : ensuing Annual General Meeting and being eligible offers
himself for re-appointment.

In terms of Section 196,197,203 and any other applicable provisions of the Companies
Act 2013,

Mr. S. P.Bharat Jain Tatia,(DIN: 00800056) and is now proposed for reappointment as the
Managing Director fora period of 5(five) consecutive years upto March 31,2025..As
stipulated in terms of the listing agreement

with the stock exchanges, the brief profile of Mr. S.P.Bharat Jain Tatia, is provided
in the Notice and the : reportoncorporategovemance,whichfprmsanintegralpartofthisAnnualReport.

NON EXECUTIVE DIRECTOR

Mrs. Chandrakantha Tatia resigned from the Board on 01.02.2019 and Mr. S. Pannalal Jain
Tatia was appointed as Additional Director on 12.02.2019 and is now proposed for
appointment as Non Executive /PromoterDirectoratthisensuingAGM.

During the Financial Year-2017-2018, directors on the Board- Mr.S.P.Bharat Jain Tatia
& Mr.S.Pannalal Jain Tatia, had been disqualified u/s 164(2)(a)for non-filing of
Annual Return and Financial Statements of Stallion Brands India Private Limited for a
consecutive period of 3 years and the Directors had filed Writ of Mandamus on 26.10.2017
before the High Court, Madras in respect of which a stay order was granted for operation
of the above said section and the disqualification has been removed pursuant to court
order. INDEPENDENT DIRECTORS

At the 24th Annual General Meeting of the company held on 27th September 2018 the
company had appointed the existing independent director Mr,Arun Kumar Bafna (DIN 00900505)
as independent director under the companies Act, 2013 to hold office for a second term of
5(five) consecutive years upto March 31,2024,notliabletoretirebyrotation.

Independent Woman Director : At the 23rd Annual General Meeting of the company held on
27th September 2017) the company had appointed the existing woman Independent
Director-Mrs. S.Shobha- (DIN 07666001) for a period of 5 years till March 31st 2022.

Both the two Independent Directors have given declaration that they meet the criteria
of independence as laid down under section 149(6) of the Companies Act, 2013 and of
listing agreement.

The Key Management Personnel of the company are as under:

Mr. G.Raghavan ,the Company Secretary of the Company resigned on April 26,2019 due to
his personal reasons.The Company is in the process of appointing the new Company
Secretary. In the interim period Mr.S.P.Bharat Jain Tatia, the Managing Director of the
Company is the Compliance Officer from 26th April 2019.

Mrs. Namrata Parekh is the Chief Financial Officer of the Company.

12. BOARD EVALUATION

Pursuant to the provisions ofthe Companies Act,2013 and in terms of Regulation 17(10)
of the SEBI ( Listing Regulations), the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well as the evaluation of
the working of the Audit and the Nomination & Remuneration Committees. The manner in
which the evaluation has been carried out has been explained in the Corporate Governance
Report.

13. POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION

Directors appointment and remuneration including criteria for determining
qualifications , positive attributes, independence of a Director and other matters
provided under section 178 of the Act are covered under the Boards policy formulated by
the Company and is available on the Companys website www.tatia.co.in. The Board has
approved the policy on the recommendation of the Nomination & Remuneration Committee.

14.STATUTORY AUDITORS

M/s J.V.Ramanujam &Co., Chartered Accountants, (Firm Registration No.029475),were
appointed as the Statutory Auditors of the Company, for a period of five years in the 23rd
AGM held on 27th September 2017 and they continue to be the Statutory Auditors of the
Company till the conclusion of the 28th Annual general

Meeting to be held in 2022. Due to the amendment of section 139 of the Companies Act,
2013, ratification ; of the Auditors appointment is not required any longer.

15. COMMENT ON STATUTORY AUDITORS REPORT

As regards to the Audit Report, the Company had fulfilled the export obligation and
hence had disputed the claim by DGFT. The Company has obtained interim status quo order
from Madras High Court.

16. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment ; and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Mr. P.S. Srinivasan, Associate ;partner(CP No. 3122) M/s Lakshmmi Subramanian
& Associates, Practising Company , Secretaries,to undertake the secretarial audit of
the company. The Secretarial Audit Report is annexed herewith asAnnexure VI.

17. COMMENT ON SECRETARIAL AUDITOR REPORT

With reference to the remarks made by the secretarial auditor, Mr. P.S. Srinivasan,
Associate partner (CP No.

3122), M/s. Lakshmmi Subramanian & Associates Practicing Company Secretaries, in
the Secretarial Audit Report, the company has taken the corrective measures during the
current financial year.

18. PARTICULARS OF EMPLOYEES RELATED DISCLOSURES

According to Section 197(12) of the Companies Act, 2013 read with rule 5(1) &rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014,none of the employees fall under the category specified under the said Section and
the Rules made there-under.The Disclosures are annexed herewith.

19. RELATED PARTIES TRANSACTIONS

The Company has entered into contract / arrangements with the related parties in the
ordinary course of business and on arms length basis. Details given in Annexure - II Form
No.-AOC2. As per the requirements of Ind AS, the detail of the same is given in the Notes
of accounts.

20. EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under Sub-Section (3) of Section 92 of the
Companies Act, 2013 ( the "Act") is enclosed at Annexure-lll in the prescribed
form MGT-9 and forms part of this Report.

21. RISK MANAGEMENT

The Risk Management is overseen by the Audit Committee of the Company on a continuous
basis. The ; Committee oversees Companys process and policies for determining risk
tolerance and review managements measurement and comparison of overall risk tolerance to
established levels. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuous basis.

22.INTERNAL AUDITORS

As per the provisions of the Companies Act, 2013 the company has appointed M/s. KBR
& Co, Chartered Accountants, as an Internal Auditors of the company for a term of
three years with effect from April 1,2017 to March 31,2020.

The Company proposes to continue their services to ensure proper and adequate systems
and procedures commensurate with itssize and nature of its business.

23. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization program of the independent
directors as detailed in the Corporate Governance ReportwhichformspartoftheAnnualReport.

24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company maintains appropriate systems of internal controls, including monitoring
procedures, to ensure that all assets and investments are safeguarded against loss from
unauthorized use or disposition. Company policies, guidelines and procedures provide for
adequate checks and balances and are meant to ensure that all transactions are authorized,
recorded and reported correctly.

The Internal Auditors review the efficiency and effectiveness of these systems and
procedures. Added objectives include evaluating the reliability of financial and
operational information and ensuring compliances with applicable laws and regulations. The
Internal Auditors submit their Report periodically which is placed before and reviewed by
the Audit Committee.

25. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has in place a
policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the rules framed there under. The formation of sexual
harassment committee is not applicable to the Company as the employees are below the
threshold limits. However the Board from time to time reviews the policy framed in the
regard. There are no complaints reported during the financial year 2018-19. The policy is
available in the website of the Company at www.tatia.co.in.

26. DISCLOSURE OF SHARES HELD BY PROMOTERS IN DEMAT FORM

The promoters of the Company hold all their shares in demat form.The details of
shareholding of the Promoters are given in MGT-9 (Annexure -III ) of the report. Notices
in pursuance to circular No. SEBI/LAD/NRO/GN/2018/24 of SEBI and MCA were sent to all the
shareholders holding physical shares in regularintervalsby the Registrars and
ShareTransfer Agents. : .

27. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis report for the year under review, as stipulated
under Regulation 34 of the Listing Regulations (ANNEXURE-IV) are attached and form part of
this report.

28. CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of corporate governance and
adhere to the corporate governance requirements set out by SEBI. The report on Corporate
Governance (ANNEXURE-V) as required under the Securities Exchange Board of lndia(Listing
Obligations and Disclosure Requirements) Regulations,2015(hereinafter Listing
Regulations)forms an integral part of this Report. The requisite certificate from the
Auditors of the Company confirming compliance with the conditions of corporate governance
is attached to the report on Corporate Governance.

29. MEETINGS OF THE BOARD

The Board met five times during the financial year, the details of which are given in
the Corporate

Governance Report .The intervening gap between the meetings was within the period
prescribed under the Companies Act, 2013.

30 CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Directors and members of Senior Management have affirmed compliance with the Code
of Conduct for Directors and Senior Management of the Company. A declaration to this
effect has been signed by Mr.

S.P.Bharat JainTatia, the Managing Director of the Company and forms part of the Annual
Report and the website of the Company at www.tatia.co.in.

31. VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and employees to report
their genuine concerns. For details, please refer to the Corporate Governance Report
attached to this Report and the website of the Company at www.tatia.co.in.

32. CORPORATE SOCIAL RESPONSIBILITY

Your company is not having profits more than Rs.5 Crores, in the Year 2018-19 and
therefore Constituting of a CSR Committee and its compliance in accordance with the
provisions of Section 135 of the Act, does not arise.

33. POLICIES

The Company has the following policies which are applicable as per the Companies Act
2013 and SEBI (LODR) Regulations, which are placed on the Companies
website:www.tatia.co.in

10. Policy for prevention, prohibition and redressal of sexual harassment at workplace

11. Policy on Related party transaction(s)

12. Policy on Preservation of Documents

13. Terms and Conditions of appointment of Independent Directors

14. Risk Management Policy

15. Whistle Blower Policy

34. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Section 134(5) of the Companies Act, 2013, the Directors
hereby confirm:

. a. That in the preparation of the Final accounts for the year ended March 31, 2019,
the applicable accounting standards had been followed along with proper explanation
relating to material departures;

b. That they had selected such Accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at March 31,2019 and of the profit or loss
of the Company for that period;

c; That they had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

d. That they had prepared the Annual Accounts on agoing concern basis;

e. That they had laid down proper internal financial controls to be followed by the
Company and that such internal financial controls are adequate and operating properly,
and;

f. That they have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS-BEFORE

ACKNOWLEDGEMENT IN DIRECTORS REPORT

There are no significant material orders passed by the Regulators / Courts which would
impact the going

concern status of the Company and its future operations other than the following.

The Company had been presumed to be a shell company vide SEBI letter no.

SEBI/HO/ISD/OW/P/2017/18183 dated 7th August, 2017 and SEBI has initiated Forensic
Audit of the

Company which is under process.

36. ACKNOWLEDGEMENTS

The Board of Directors would like to thank all employees of the Company and
also,.Companys shareholders,

"Prevent Unauthorized Transactions in your demat / trading account Update your Mobile Number/ email Id with your stock broker / Depository Participant. Receive information of your transactions directly from Exchanges on your mobile / email at the end of day and alerts on your registered mobile for all debits and other important transactions in your demat account directly from NSDL/ CDSL on the same day." - Issued in the interest of investors." | "KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary." | "No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."

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